EX-10.12
13
y12303a1exv10w12.txt
EX-10.12: LETTER AGREEMENT NO. 1 TO THE AIRCRAFT LEASE AGREEMENT


 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED
 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
 TO A REQUEST FOR CONFIDENTIAL TREATMENT

 Exhibit 10.12

 EXECUTION COPY

 As of November 18, 1998

COMPANIA PANAMENA DE AVIACION, S.A.
Avenida Justo Arosema 7 Calle 39
Aptdo. 1572
Panama 1
REPUBLIC OF PANAMA

 Re: Letter Agreement No. 1 to Aircraft Lease Agreement dated as of
 November 18, 1998 between Aviation Financial Services Inc., Lessor,
 and Compania Panamena de Aviacion, S.A., Lessee - 1. Certain
 Conditions to Leasing

Gentlemen:

 Reference is made to that certain Aircraft Lease Agreement dated as of
November 18, 1998 (the "Lease") between Aviation Financial Services Inc., as
lessor ("Lessor"), and Compania Panamena de Aviacion, S.A., as lessee
("Lessee"), for the lease of one new Boeing Model 737-700 commercial aircraft
bearing manufacturer's serial number 30049 (the "Aircraft"). Terms not otherwise
defined herein shall have the meanings assigned to them in the Lease.